# POIDATA.XYZ ENTERPRISE / OEM DATA LICENSE AGREEMENT

**Effective Date:** [DATE]

This Enterprise / OEM Data License Agreement (the **“Agreement”**) is entered into between **[POIDATA.XYZ LEGAL ENTITY]**, a [JURISDICTION AND ENTITY TYPE] (**“Licensor”**), and the entity identified in the applicable Order Form (**“Licensee”**).

This Agreement governs Licensee's use of the point-of-interest, business-location, geographic, attribute, enrichment, and related datasets supplied by Licensor and identified in an applicable Order Form.

This Agreement is intended for enterprise, platform, API, embedded-product, OEM, enrichment, and other commercial uses that may not be permitted under Licensor's standard retail Data License Agreement.

Where an Order Form expressly states that this Enterprise / OEM Data License Agreement applies, this Agreement supersedes the standard POIDATA.XYZ retail Data License Agreement with respect to the Data covered by that Order Form.

## 1. DEFINITIONS

### 1.1 “Data”

**“Data”** means the datasets, records, attributes, files, updates, documentation, taxonomy information, identifiers, geographic coordinates, names, addresses, telephone numbers, opening hours, categories, source references, and other information supplied by Licensor under an Order Form.

### 1.2 “Derived Data”

**“Derived Data”** means data, analyses, scores, classifications, statistics, models, insights, identifiers, or other information created by Licensee through processing or combining the Data with other information, provided that the resulting material:

a. is not substantially identical to the Data;

b. cannot reasonably be used to reconstruct a material portion of the Data; and

c. is not marketed as a substitute for the Data itself.

### 1.3 “Incorporated Product”

**“Incorporated Product”** means an application, website, API, software product, navigation system, analytics product, mapping product, AI system, business-intelligence product, location service, database product, or other commercial offering operated or distributed by Licensee that incorporates, queries, enriches, derives information from, or displays portions of the Data.

### 1.4 “End User”

**“End User”** means a customer or authorized user of an Incorporated Product.

### 1.5 “Material Portion”

**“Material Portion”** means an amount or selection of Data that, considering its quantity, attributes, geographic coverage, category coverage, frequency of access, or commercial utility, could reasonably function as an independent POI dataset or substitute for a separately licensed portion of the Data.

### 1.6 “Order Form”

**“Order Form”** means an ordering document, proposal, quotation, marketplace order, statement of work, or other written agreement identifying the Data, license rights, territory, fees, term, update frequency, permitted distribution model, and any additional restrictions applicable to Licensee.

## 2. LICENSE GRANT

### 2.1 General License

Subject to Licensee's payment of all applicable Fees and compliance with this Agreement and the applicable Order Form, Licensor grants Licensee a non-exclusive license to use the Data for the Permitted Uses described in this Section.

The license is non-transferable except as expressly permitted under Section 14.7.

### 2.2 Internal Business Use

Licensee may copy, store, process, index, query, analyze, combine, enrich, and otherwise use the Data for its internal business, operational, research, analytical, development, testing, and decision-support purposes.

### 2.3 OEM and Incorporated Product Use

Where permitted in the applicable Order Form, Licensee may incorporate the Data into one or more Incorporated Products and make those Incorporated Products available commercially to End Users.

This right includes the right to:

a. display individual POI records and attributes;

b. return POIs in search, geocoding, mapping, navigation, discovery, recommendation, analytics, logistics, site-selection, and similar results;

c. use Data to enrich Licensee's existing records;

d. embed Data within software, hardware, vehicle systems, mobile applications, websites, SaaS products, APIs, and enterprise platforms;

e. combine Data with Licensee's own data and third-party datasets;

f. create maps, visualizations, reports, analyses, statistics, and other outputs based upon the Data; and

g. provide Data-derived functionality to End Users on a paid or unpaid basis.

### 2.4 API and Query-Based Distribution

Where authorized by the Order Form, Licensee may expose individual records or limited subsets of the Data through an API or other query-based interface.

Licensee shall implement commercially reasonable measures designed to prevent an End User from systematically extracting a Material Portion of the Data unless such bulk redistribution is expressly authorized in the Order Form.

### 2.5 Downstream End-User Rights

Licensee may grant End Users the limited rights reasonably necessary to access and use Data presented through an Incorporated Product.

Such rights do not constitute a transfer of ownership or an unrestricted sublicense to the underlying Data.

Unless expressly authorized in an Order Form, Licensee shall not grant an End User the right to independently redistribute, sublicense, resell, or commercially exploit a Material Portion of the Data outside the Incorporated Product.

### 2.6 Derived Data

Licensee may create, use, license, distribute, and commercialize Derived Data.

As between Licensee and Licensor, Licensee retains its rights in its independently created algorithms, models, software, analyses, and Derived Data, subject to Licensor's continuing rights in the underlying Data.

Derived Data that does not contain or permit reconstruction of a Material Portion of the Data may be retained and used after expiration of an update subscription.

### 2.7 Machine Learning and Artificial Intelligence

Unless otherwise stated in the Order Form, Licensee may use the Data for internal machine-learning and artificial-intelligence purposes, including:

a. entity resolution;

b. record matching;

c. classification and categorization;

d. geospatial modeling;

e. ranking and recommendation;

f. fraud and anomaly detection;

g. search and retrieval;

h. model evaluation and validation; and

i. generation of embeddings or other derived representations.

Licensee may also use such systems within an Incorporated Product.

Licensee shall not intentionally train or configure a model for the primary purpose of reproducing, reconstructing, or supplying a Material Portion of the Data as a substitute for licensing the Data.

Unless expressly authorized in the Order Form, the Data may not be contributed as a downloadable training corpus to an unrelated third party or public model-training repository.

### 2.8 Affiliates and Contractors

Licensee may permit its controlled Affiliates, employees, cloud-service providers, consultants, and contractors to access the Data solely to provide services to Licensee or support an Incorporated Product, provided such persons are bound by confidentiality and data-use restrictions no less protective than those contained in this Agreement.

Licensee remains responsible for their compliance with this Agreement.

## 3. RESTRICTIONS

Except as expressly permitted by this Agreement or an Order Form, Licensee shall not:

a. sell or distribute the raw Data as a standalone dataset;

b. offer the Data in substantially the same form in which it was supplied by Licensor;

c. permit systematic extraction of a Material Portion of the Data from an Incorporated Product;

d. sublicense the Data except for the limited downstream rights expressly permitted by this Agreement;

e. falsely identify itself as the original source or owner of the underlying POIDATA.XYZ compilation;

f. remove source, provenance, copyright, or third-party attribution fields where preservation of those fields is expressly required by an Order Form or Third-Party Terms Schedule;

g. use the Data for an unlawful purpose or in violation of applicable privacy, intellectual-property, export-control, consumer-protection, or other applicable laws; or

h. knowingly use the Data in a manner designed to circumvent the license fees applicable to a separate dataset, territory, affiliate, or permitted use.

For clarity, operating a commercial mapping, location-search, navigation, business-intelligence, AI, analytics, advertising, logistics, site-selection, or similar product using the Data **is permitted** where the applicable Order Form grants OEM or Incorporated Product rights.

## 4. DATA RETENTION, DISTRIBUTION TERM, AND UPDATES

### 4.1 Perpetual Snapshot Retention

Unless an Order Form expressly provides otherwise, Data lawfully delivered and fully paid for may be retained by Licensee on a perpetual basis.

Expiration or non-renewal of an update subscription does not by itself require Licensee to delete a previously licensed Data snapshot.

### 4.2 OEM Distribution Rights

The duration of Licensee's right to incorporate or distribute Data through Incorporated Products shall be specified in the Order Form as either:

**Perpetual OEM Rights**, or

**Term-Limited OEM Rights**.

If the Order Form does not specify which applies, OEM distribution rights continue for the commercial term identified in the Order Form.

### 4.3 Existing Deployments

Unless otherwise stated in the Order Form, expiration of Term-Limited OEM Rights prevents new distribution or deployment of the Data but does not require Licensee to remotely disable lawfully distributed copies of an Incorporated Product delivered to End Users before expiration.

### 4.4 Updates

Where Licensee purchases an update subscription, Licensor will make updated versions of the applicable Data available according to the frequency specified in the Order Form.

Failure to renew or pay an update subscription terminates Licensee's right to receive new versions but does not terminate perpetual retention rights in previously paid Data.

### 4.5 No Termination for Convenience of Paid Snapshot Rights

Licensor may not revoke Licensee's perpetual rights to fully paid Data merely for convenience.

Perpetual rights may be terminated only for a material breach of this Agreement that remains uncured as provided in Section 11.

## 5. FEES, TAXES, AND DELIVERY

### 5.1 Fees

Licensee shall pay the license, OEM, subscription, update, territory, usage, or other fees specified in the applicable Order Form (**“Fees”**).

Different Fees may apply to:

a. internal-use rights;

b. OEM or embedded-product rights;

c. API distribution;

d. bulk redistribution;

e. geographic territories;

f. number of products or customers;

g. Data volume;

h. update frequency; and

i. permitted fields or attributes.

### 5.2 Taxes

Licensee is responsible for applicable sales, use, value-added, withholding, excise, and similar taxes, duties, or charges arising from the transaction, excluding taxes imposed on Licensor's net income.

### 5.3 Delivery

Data may be delivered by secure download, cloud storage, API, data marketplace, SFTP, physical media, or another delivery method specified in the Order Form.

## 6. DATA SECURITY

Licensee shall maintain commercially reasonable organizational, administrative, physical, and technical safeguards designed to protect the Data against unauthorized access, use, copying, disclosure, modification, or loss.

Licensee shall promptly notify Licensor after becoming aware of a security incident that results in unauthorized acquisition or material distribution of the Data and shall reasonably cooperate in mitigating the unauthorized use.

Licensee is not required to disclose information that would compromise its own system security or violate applicable law.

## 7. OWNERSHIP, DATA RIGHTS, AND PROVENANCE

### 7.1 Licensor Rights

As between Licensor and Licensee, Licensor retains all right, title, and interest that it owns or controls in the POIDATA.XYZ database compilation, taxonomy, proprietary identifiers, documentation, and other proprietary components of the Data.

No ownership interest in the underlying Data is transferred to Licensee except for Licensee's rights in its own Derived Data, products, software, and independently developed materials.

### 7.2 Public and Third-Party Source Information

Licensee acknowledges that individual facts contained in the Data may originate from, describe, or be derived from publicly available or third-party sources and may not themselves be subject to proprietary ownership by Licensor.

Nothing in this Agreement purports to transfer ownership of intellectual-property rights owned by third parties.

### 7.3 Right to License

Licensor represents that it has the right or authority necessary to grant the licenses expressly granted under this Agreement with respect to the Data as supplied to Licensee, subject to any Third-Party Terms disclosed in the applicable Data Schedule.

### 7.4 Third-Party Terms

If a particular portion of the Data is subject to attribution, share-alike, use, display, redistribution, or other third-party requirements that materially differ from this Agreement, Licensor shall identify those requirements in an applicable **Third-Party Terms / Provenance Schedule**.

Such disclosed third-party requirements apply only to the affected portion of the Data.

To the extent a mandatory third-party license requirement conflicts with this Agreement, the mandatory third-party requirement controls solely with respect to the affected Data.

### 7.5 Provenance Practices

Licensor will maintain commercially reasonable processes intended to identify Data provenance and to address records that Licensor determines are subject to incompatible licensing restrictions.

If Licensor determines that a material portion of delivered Data should no longer be distributed because of a third-party rights issue, Licensor may remove or replace the affected records in subsequent deliveries and shall notify Licensee where the issue is reasonably likely to materially affect Licensee's permitted use.

### 7.6 Data Challenges

The parties may notify each other of suspected inaccurate, improperly sourced, restricted, or otherwise problematic records.

Licensor may investigate such records and, where appropriate, correct, replace, suppress, or remove them from future Data releases.

## 8. ATTRIBUTION AND WHITE-LABEL USE

Unless attribution is expressly required in an Order Form or Third-Party Terms / Provenance Schedule, Licensee may use the Data within an Incorporated Product on a white-label basis without displaying POIDATA.XYZ attribution to End Users.

Where attribution is contractually required, the required attribution will be stated in the applicable Order Form or Data Schedule.

Any mandatory attribution applicable to specific third-party content remains unaffected by this Section.

## 9. CONFIDENTIALITY

Each party may receive non-public business, technical, pricing, security, product, or other confidential information from the other party (**“Confidential Information”**).

Each receiving party shall:

a. use Confidential Information only in connection with this Agreement;

b. protect it using at least reasonable care; and

c. disclose it only to persons who have a need to know and are subject to appropriate confidentiality obligations.

Confidential Information does not include information that the receiving party can demonstrate:

a. is or becomes public without breach of this Agreement;

b. was already lawfully known to the receiving party;

c. is independently developed without use of the other party's Confidential Information; or

d. is lawfully obtained from another source without confidentiality restrictions.

A party may disclose Confidential Information where required by law, provided it gives advance notice where legally permitted.

## 10. WARRANTIES AND DISCLAIMERS

### 10.1 Authority

Each party represents that it has authority to enter into this Agreement.

Licensor further represents, subject to Section 7, that it has the right to grant the express license rights provided in this Agreement.

### 10.2 Nature of POI Data

Licensee acknowledges that real-world point-of-interest information changes continuously.

Businesses may open, close, relocate, change names, change contact information, change opening hours, or otherwise change between Data refreshes.

### 10.3 Disclaimer

EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED IN THIS AGREEMENT OR AN ORDER FORM, THE DATA IS PROVIDED **“AS IS.”**

LICENSOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

LICENSOR DOES NOT WARRANT THAT THE DATA WILL BE COMPLETELY ACCURATE, COMPLETE, CURRENT, ERROR-FREE, OR SUITABLE FOR EVERY PARTICULAR APPLICATION.

ANY EXPRESS DATA QUALITY, COVERAGE, FRESHNESS, SERVICE-LEVEL, OR UPDATE COMMITMENTS MUST BE SET FORTH IN THE APPLICABLE ORDER FORM.

## 11. TERM AND TERMINATION

### 11.1 Agreement Term

This Agreement begins on the Effective Date and remains effective while an Order Form or perpetual license right remains outstanding.

### 11.2 Termination for Material Breach

Either party may terminate an affected Order Form if the other party materially breaches this Agreement and fails to cure the breach within thirty (30) days after receiving written notice describing the breach.

A breach involving intentional unauthorized resale or distribution of a Material Portion of the Data, unlawful use, or deliberate circumvention of license restrictions may be terminated immediately if the breach is not reasonably capable of cure.

### 11.3 Effect of Expiration or Non-Renewal

Expiration or non-renewal of a subscription or update term:

a. ends Licensee's right to receive future Data updates;

b. ends term-limited OEM distribution rights as specified in Section 4; but

c. does not terminate perpetual retention rights for previously delivered, fully paid Data.

### 11.4 Effect of Termination for Licensee Breach

If this Agreement or an Order Form is terminated because of Licensee's uncured material breach, Licensee shall cease the unauthorized use giving rise to termination.

Where the breach is sufficiently serious to justify termination of the underlying Data license, Licensee shall cease using and delete the affected Data within thirty (30) days and, upon reasonable request, certify deletion in writing.

Termination shall not require deletion of independently owned Derived Data that does not contain or permit reconstruction of a Material Portion of the Data.

### 11.5 Survival

Sections concerning ownership, confidentiality, accrued payment obligations, limitations of liability, indemnification, perpetual Data rights where applicable, Derived Data, and miscellaneous provisions survive expiration or termination to the extent necessary to give them effect.

## 12. INDEMNIFICATION

### 12.1 Licensee Indemnification

Licensee shall defend, indemnify, and hold harmless Licensor and its officers, directors, employees, and affiliates against third-party claims to the extent arising from:

a. Licensee's use of the Data outside the scope of this Agreement;

b. Licensee's Incorporated Product other than claims arising solely from the Data;

c. Licensee's violation of applicable law; or

d. Licensee's gross negligence or willful misconduct.

### 12.2 Licensor Data-Rights Indemnification

Licensor shall defend and indemnify Licensee against a third-party claim alleging that Licensee's authorized use of the Data as supplied by Licensor violates a third party's copyright or database right, except to the extent the claim results from:

a. Data or sources expressly identified as subject to third-party terms;

b. modifications made by Licensee;

c. combination with materials not supplied by Licensor where the claim would not otherwise have arisen;

d. use outside the scope of this Agreement; or

e. Licensee's continued use after Licensor has supplied a commercially reasonable replacement or instructed Licensee to cease use of specifically identified affected Data.

If such a claim occurs or is reasonably likely to occur, Licensor may, at its option:

a. obtain the necessary rights;

b. modify or replace the affected Data;

c. remove the affected Data; or

d. terminate the affected portion of the license and refund any prepaid Fees allocable to the unused portion of a term-limited license.

### 12.3 Procedure

The indemnified party shall provide prompt written notice of the claim, reasonable cooperation, and control of the defense to the indemnifying party, subject to the indemnified party's right to participate using its own counsel.

No settlement admitting wrongdoing by or imposing non-monetary obligations on an indemnified party may be entered without that party's consent, which shall not be unreasonably withheld.

## 13. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION ARISING FROM THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EXCEPT FOR PAYMENT OBLIGATIONS, INTENTIONAL MISUSE OR UNAUTHORIZED DISTRIBUTION OF DATA, BREACHES OF CONFIDENTIALITY, OR INDEMNIFICATION OBLIGATIONS, EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID OR PAYABLE BY LICENSEE UNDER THE AFFECTED ORDER FORM DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

The parties may establish a different liability cap in an Order Form.

## 14. MISCELLANEOUS

### 14.1 Entire Agreement and Order of Precedence

This Agreement together with all applicable Order Forms and Data Schedules constitutes the entire agreement concerning its subject matter.

In the event of conflict:

a. mandatory Third-Party Terms control solely with respect to the affected third-party Data;

b. the applicable Order Form controls over this Agreement for negotiated commercial terms; and

c. this Agreement controls over Licensor's standard retail terms.

### 14.2 Amendments

Unlike Licensor's standard online retail terms, this Enterprise / OEM Agreement may not be materially amended by a unilateral website update.

Any amendment affecting an existing Order Form must be agreed in writing by authorized representatives of both parties.

### 14.3 Notices

Notices under this Agreement must be sent to the contact information stated in the applicable Order Form.

Notices may be delivered by email, recognized courier, or other written method agreed by the parties.

### 14.4 Force Majeure

Neither party shall be liable for delay or failure to perform caused by circumstances beyond its reasonable control, including natural disasters, war, terrorism, government action, widespread internet or cloud-service outages, labor disruptions, or similar events.

This Section does not excuse payment obligations for Data already delivered.

### 14.5 Severability

If a provision of this Agreement is held invalid or unenforceable, the remaining provisions remain effective, and the invalid provision shall be interpreted or modified as closely as legally possible to achieve its intended commercial purpose.

### 14.6 Waiver

Failure to enforce a provision of this Agreement does not waive the right to enforce it later.

### 14.7 Assignment

Neither party may assign this Agreement without the other party's prior written consent, except that either party may assign it without consent to:

a. an Affiliate; or

b. a successor in connection with a merger, reorganization, acquisition, or sale of substantially all assets relating to this Agreement,

provided the assignee assumes the assigning party's obligations.

### 14.8 Export Compliance

Each party shall comply with applicable export-control and sanctions laws.

### 14.9 Equitable Relief

Unauthorized bulk redistribution or disclosure of the Data may cause harm for which monetary damages alone may be inadequate.

Licensor may seek appropriate injunctive or equitable relief in addition to other remedies available at law.

### 14.10 Governing Law and Jurisdiction

This Agreement shall be governed by the laws of the State of Delaware, without regard to conflict-of-law principles.

Unless an Order Form provides for arbitration or another mutually agreed forum, the parties consent to exclusive jurisdiction in the state and federal courts located in Delaware.

### 14.11 Independent Contractors

The parties are independent contractors.

Nothing in this Agreement creates a partnership, franchise, joint venture, fiduciary relationship, employment relationship, or agency between them.

### 14.12 No Third-Party Beneficiaries

Except for indemnified parties expressly identified in this Agreement, no person or entity other than the parties has rights under this Agreement.

---

# SCHEDULE A — ENTERPRISE / OEM ORDER FORM

**Licensee:** [COMPANY]

**Effective Date:** [DATE]

**Licensed Dataset(s):**  
[WORLD / COUNTRIES / REGIONS / CATEGORIES]

**Approximate Record Volume:**  
[NUMBER]

**Permitted Attributes:**  
[ALL FIELDS / SPECIFIED FIELDS]

**Permitted Use:**

- [ ] Internal enterprise use
- [ ] Data enrichment
- [ ] Mapping / visualization
- [ ] Search / discovery
- [ ] Navigation / automotive
- [ ] Site selection / location intelligence
- [ ] Analytics
- [ ] API
- [ ] SaaS platform
- [ ] AI / machine learning
- [ ] OEM embedded product
- [ ] White-label product
- [ ] Bulk downstream delivery
- [ ] Other: __________

**Authorized Incorporated Product(s):**  
[DESCRIPTION]

**Authorized Affiliates:**  
[DESCRIPTION OR “ALL CONTROLLED AFFILIATES”]

**Geographic Distribution Territory:**  
[WORLDWIDE / SPECIFIED TERRITORY]

**End-User Type:**  
[B2B / B2C / INTERNAL / GOVERNMENT / OTHER]

**Data Retention Right:**  
[PERPETUAL / TERM-LIMITED]

**OEM Distribution Right:**  
[PERPETUAL / ___ YEARS]

**Update Subscription Term:**  
[TERM]

**Update Frequency:**  
[MONTHLY / QUARTERLY / ANNUALLY / OTHER]

**API / Export Restrictions:**  
[NEGOTIATED LIMITS, IF ANY]

**Permitted Bulk Redistribution:**  
[NONE / DESCRIPTION]

**Attribution:**  
[NO POIDATA ATTRIBUTION REQUIRED / REQUIRED TEXT]

**Third-Party Terms / Provenance Schedule:**  
[NONE / ATTACHED]

**License Fee:**  
[AMOUNT]

**OEM / Distribution Fee:**  
[AMOUNT]

**Update Fee:**  
[AMOUNT]

**Payment Terms:**  
[TERMS]

**Special Terms:**  
[TERMS]

---

# SCHEDULE B — DATA PROVENANCE / THIRD-PARTY TERMS

For each source or component requiring contractual treatment different from the general Agreement, specify:

**Dataset / Records Affected:**  
[DESCRIPTION]

**Source or Source Category:**  
[DESCRIPTION]

**Applicable License / Restriction:**  
[DESCRIPTION]

**Attribution Requirement:**  
[DESCRIPTION]

**Redistribution Requirement:**  
[DESCRIPTION]

**Other Conditions:**  
[DESCRIPTION]

Records not identified in this Schedule remain governed by the general terms of the Enterprise / OEM Data License Agreement.

---

# SIGNATURES

**LICENSOR**

[POIDATA.XYZ LEGAL ENTITY]

By: ______________________________

Name: ____________________________

Title: _____________________________

Date: _____________________________


**LICENSEE**

[LICENSEE LEGAL NAME]

By: ______________________________

Name: ____________________________

Title: _____________________________

Date: _____________________________